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However, upon dissolution of Holdco, the Holdco XXXXXXXXXX shares have a first preference of XXXXXXXXXX ¢ per share, the Holdco XXXXXXXXXX shares have a second preference of XXXXXXXXXX ¢ per share and the Holdco XXXXXXXXXX shares have a third preference of XXXXXXXXXX ¢ per share. ... Also, XXXXXXXXXX ("Individual A"), owned about XXXXXXXXXX% of the voting rights and about XXXXXXXXXX % of the common equity of Opco as at XXXXXXXXXX. ... Prior to XXXXXXXXXX, Subco2 sold XXXXXXXXXX Opco XXXXXXXXXX shares at a price of $ XXXXXXXXXX. ...

.; (h) "XXXXXXXXXX " refer to the different arm's-length third parties that are non-residents of Canada, including Bco and Dco, each of which has entered into a XXXXXXXXXX Agreement with Xco or XXXXXXXXXX CFA1, as the case may be; (i) "XXXXXXXXXX Agreement" refers to each agreement, including the Bco Agreement and the Dco Agreement, entered into between Xco or XXXXXXXXXX CFA1 and a XXXXXXXXXX pertaining to the marketing and distribution of the Products and similar or other products, as amended from time to time. ... Under the Bco Agreement, such payments, generally calculated as XXXXXXXXXX % of net sales, have been referred to as "royalties" or "royalty payments". ... (g) Each Product is sold by XXXXXXXXXX CFA1 to Dco at a purchase price equal to the greater of (i) XXXXXXXXXX % of the price for the Product XXXXXXXXXX, and (ii) a pre-determined minimum price as agreed between XXXXXXXXXX CFA1 and Dco in advance. ...

Definitions Unless otherwise stated, the following terms and expressions have the meanings specified below: a) "Act" means the Income Tax Act (Canada) R.S.C. 1985 (5th Supp.) c.1 as amended to the date hereof; b) "Affiliate" means an affiliate of a Participating Corporation as that term is defined in paragraph 8(b) of the Agency's Interpretation Bulletin IT-337R4, Retiring Allowances; c) "Award" means an award of DSUs and/or PSUs granted by a Committee to a Participant in accordance with the Plan; d) "Award Date" means the effective date of the grant of an Award; e) "Award Notice" means the notice, in such form as may be prescribed by the applicable Committee from time to time, evidencing an Award and setting out the Vesting Conditions applicable to such Award; f) "Beneficiary" means a dependant or relation of a Participant who, on the date of the Participant's death, is the individual who has been designated as the Participant's beneficiary under the Plan in accordance with applicable law, or where no such individual has been validly designated by the Participant, or where the individual does not survive the Participant, the Participant's legal representative; g) "Board" means the Board of Directors of XXXXXXXXXX; h) "Bonus" means the annual XXXXXXXXXX cash bonus of a Senior Executive; i) "Bonus Award Value" means a notional value determined for a Participant by the applicable Committee equal to the amount of a Participant's Bonus to be used to determine the number of DSUs to be granted to such Participant as an Award in respect of such Bonus; j) "Committee" means the Compensation Committee of the applicable Board of Directors of each of the Participating Corporations; k) "Disability" means a mental or physical impairment which renders a Participant unable to perform the duties of employment that the Participant was engaged to perform before the commencement of the impairment and which qualifies as a long term disability under the applicable group insurance plan of the Participating Corporation under which the Participant is covered; l) "Dividend Equivalents" means additional DSUs and/or PSUs credited as set out in 5(i) below; m) "DSU" means a notional unit granted to a Participant that is represented by a bookkeeping entry, the value of which on any particular date shall be equal to the Market Value; n) "DSU Account" means a notional account maintained, or caused to be maintained, by a Participating Corporation for each Participant employed by that Participating Corporation, recording at all times the number of DSUs and Dividend Equivalents standing to the credit of a particular Participant; o) "DSU Plan" means the portion of the Plan under which DSUs will be granted to a Participant; p) "DSU Termination Date" has the meaning ascribed thereto in 5(o) below; q) "Initial Award Value" means a notional value determined for a Participant by the applicable Committee equal to the amount of a Participant's Performance Award in respect of a particular calendar year to be used to determine the number of DSUs and/or PSUs to be granted to such Participant as an Award in respect of such Performance Award; r) "XXXXXXXXXX " means XXXXXXXXXX and any successor corporation, whether by amalgamation, merger or otherwise; s) "Market Value" means, with respect to any particular date, the average closing price per Share on the Stock Exchange during the immediately preceding twenty Trading Days; t) "Participant" means a Senior Executive who has received an Award; u) "Performance Award" has the meaning ascribed thereto in 4 below; v) "Performance Period" means, with respect to a Performance Award, the 3-year period that begins on XXXXXXXXXX of the year that includes the Award Date of such Award and ends on XXXXXXXXXX of the second calendar year commencing after such Award Date; w) "Plan" means the XXXXXXXXXX, including any schedules and appendices thereto, as amended from time to time; x) "PSU" means a notional unit granted to a Participant that is represented by a bookkeeping entry, the value of which on any particular date shall be equal to the Market Value; y) "PSU Account" means a notional account maintained, or caused to be maintained, by a Participating Corporation for each Participant employed by that Participating Corporation, recording at all times the number of PSUs and Dividend Equivalents standing to the credit of a particular Participant; z) "PSU Plan" means the portion of the Plan under which PSUs will be granted to a Participant; aa) "Regulation 6801(d)" means paragraph 6801(d) of the Income Tax Regulations; bb) "Senior Executive" means any person employed by a Participating Corporation who holds the office of Chief Executive Officer, President, Executive Vice President, Senior Vice President or Vice President of a Participating Corporation or is otherwise ranked in job grade XXXXXXXXXX or above, and any other employee of a Participating Corporation who is designated, or is a member of a class of employee that is designated, by a Committee as a "Senior Executive" eligible to participate in the Plan; cc) "Share" means a common share of XXXXXXXXXX and such other share as may be substituted for it as a result of amendments to the articles of XXXXXXXXXX, reorganization or otherwise; dd) "Stock Exchange" means the XXXXXXXXXX Stock Exchange, or if the Shares are not listed on The XXXXXXXXXX Stock Exchange, such other stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, then on the over-the-counter market; ee) "Termination Date" means the date on which a Participant ceases to hold any position with a Participating Corporation or any Affiliate as a director, officer or employee, and, for greater certainty, shall not be before the date on which the Participant's employment with a Participating Corporation or any Affiliate ceases under applicable law; ff) "Trading Day" means any date on which the Stock Exchange is open for the trading of Shares and on which Shares are actually traded; gg) "Vested" means the applicable Vesting Conditions in relation to a whole or a percentage of the DSUs and/or PSUs included in an Award made pursuant to the Plan (i) have been met; or (ii) have been waived or deemed to be met pursuant to the Plan and "Vesting" has a comparable meaning; hh) "Vesting Conditions" means (a) such financial and/or personal performance criteria as may be determined by a Committee in respect of an Award to any Senior Executive or Executives and set out in an Award Notice. ... Performance measures, if any, applicable to the DSUs and PSUs, for any periods not completed at the time of death or retirement will be deemed to have reached the XXXXXXXXXX % level. (r) Where a Participant experiences a Disability, the terms of the Plan and the relevant Award Notice will continue to apply to such Participant, except that performance measures, if any, applicable to the DSUs and PSUs, for the year in which the Disability commences and for the subsequent years during which the Disability continues, will be deemed to have reached the XXXXXXXXXX % level. ...

Creation & granting of a royalty from partnership to partner- Does the royalty qualify as CRP? ... Royalty qualifies as CRP. 2. proposed transactions would enable fund to take advantage of 132(7)(a) exception Reasons: 1.It was determined that the partnership would have an interest in XXXXXXXXXX for purposes of proposed paragraph XXXXXXXXXX of the CRP definition & the terms of the Royalty would respect the 90% threshold for the Production Revenue Component; 2. Given that the royalty will be CRP held by the fund & it will no longer be neccessary for a fund to have held CRP since inception, the 132(7)(a) exclusion will be available. ...

XXXXXXXXXX 2013-051456 XXXXXXXXXX, 2014 Dear XXXXXXXXXX: Re: Advance Income Tax Ruling – XXXXXXXXXX This is in reply to your letter of XXXXXXXXXX, in which you requested an advance income tax ruling on behalf of the above-named taxpayer. ... No part of this information may be reproduced, modified, transmitted or redistributed in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, or stored in a retrieval system for any purpose other than noted above (including sales), without prior written permission of Canada Revenue Agency, Ottawa, Ontario K1A 0L5 © Her Majesty the Queen in Right of Canada, 2015 Tous droits réservés. ... Toutefois, il est interdit de reproduire, de modifier, de transmettre ou de redistributer de l'information, sous quelque forme ou par quelque moyen que ce soit, de facon électronique, méchanique, photocopies ou autre, ou par stockage dans des systèmes d'extraction ou pour tout usage autre que ceux susmentionnés (incluant pour fin commerciale), sans l'autorisation écrite préalable de l'Agence du revenu du Canada, Ottawa, Ontario K1A 0L5. © Sa Majesté la Reine du Chef du Canada, 2015 ...

The borrowing capacity of Bco significantly exceeds the amount of $XXXXXXXXXX required to complete the Proposed Transactions described in paragraphs 15 to 23 and the maximum amount of $ XXXXXXXXXX referred to in the XXXXXXXXXX. 10. ... Lossco will immediately transfer all of the Additional Newco Preferred Shares to Profitco for a purchase price of $ XXXXXXXXXX. ... Newco will use the proceeds from the issuance of the Additional Newco Preferred Shares to make a non-interest bearing loan of $ XXXXXXXXXX to Lossco. ...

A owned all of the issued and outstanding shares of A Co, as follows: Shareholder Number & Class of Shares ACB PUC Approximate FMV Mr. ... Immediately before XXXXXXXXXX, the tax attributes of the issued and outstanding shares of A Co were as follows: Shareholder Number & Class of Shares ACB PUC Estimated FMV Estate XXX common $XXX $XXX $XXX XXX Class A preferred $XXX $XXX $XXX XXX Class B preferred $XXX $XXX $XXX $XXXXXXXXXX COMPLETED TRANSACTIONS 9. ... Immediately after the share exchanges described in Paragraph 9.1, the Estate’s shareholdings in A Co were as follows: Shareholder Number & Class of Shares ACB PUC Estimated FMV Estate XXX Class A $XXX $XXX $XXX XXX Class E $XXX $XXX $XXX XXX Class F $XXX $XXX $XXX 11. ...

In particular, the management activities include, for example: making decisions regarding XXXXXXXXXX – i.e. whether the company would participate in XXXXXXXXXX activities relating to existing or new interests; making decisions regarding production – i.e. whether certain techniques should be used to XXXXXXXXXX, including consideration as to the potential costs and benefits of doing so; and, making decisions regarding the hiring of operators for the XXXXXXXXXX in which the company holds a 100% interest. 14. ... Pursuant to paragraph 88(1)(d) and within the limits of this provision, Newco will designate an amount to increase the ACB of the shares of the capital stock of Opco that will be distributed or acquired on the amalgamation / winding-up. ...

Throughout this letter, except in Paragraph 15, the corporate and individual taxpayers will be referred to as follows: (a) "XXXXXXXXXX " means XXXXXXXXXX, a corporation incorporated under the CBCA which is a wholly-owned subsidiary of Holdco. ... (q) "XXXXXXXXXX " means XXXXXXXXXX, a corporation incorporated under the CBCA which is a wholly-owned subsidiary of Holdco. ... Pursuant to subsection 84(3), Holdco will be deemed to have paid and Familyco will be deemed to have received a dividend of an amount of $ XXXXXXXXXX and $XXXXXXXXXX respectively (the "Holdco Deemed Dividends"). ...

Definitions In this letter the following terms have the meanings specified: (a) "ACo" means XXXXXXXXXX; (b) "active business" has the meaning assigned by subsection 95(1); (c) "adjusted cost base" has the meaning assigned by section 54; (d) "BCo" means XXXXXXXXXX; (e) "BCo Future Payments" refers to the future contingent consideration in respect of the DCo Acquisition which includes both defined event milestones and amounts described as royalties that are payable based on sales of commercially successful products; (f) "BCo XXXXXXXXXX " consists of intangible assets owned by BCo related to the proprietary XXXXXXXXXX, the vast majority of which (in terms of value) is attributable to intellectual property that is the subject of XXXXXXXXXX patent applications globally for which no material patents have been issued to date; (g) "Canada-XXXXXXXXXX Treaty" means XXXXXXXXXX; (h) "capital property" has the meaning assigned by section 54; (i) "CCA" refers to capital cost allowance, being such part of the capital cost to the taxpayer of property, or such amount in respect of the capital cost to the taxpayer of property, if any, as is allowed by the Regulations, as provided under paragraph 20(1)(a); (j) "CCo" means XXXXXXXXXX; (k) "Class 44 property" refers to property as described in Class 44 of Schedule II of the Regulations; (l) "controlled foreign affiliate" has the meaning assigned by subsection 95(1); (m) "cumulative eligible capital" has the meaning assigned by subsection 14(5); (n) "DCo" means XXXXXXXXXX; (o) "DCo Acquisition" refers to the acquisition in XXXXXXXXXX of all of the shares of DCo XXXXXXXXXX, with BCo being the ultimate surviving corporation XXXXXXXXXX; (p) "depreciable property" has the meaning assigned by subsection 13(21); (q) "ECo" means XXXXXXXXXX; (r) "eligible capital expenditure" has the meaning assigned by subsection 14(5); (s) "eligible capital property" has the meaning assigned by section 54; (t) "excluded property" has the meaning assigned by subsection 95(1); (u) "exempt earnings" has the meaning assigned by subsection 5907(1) of the Regulations; (v) "FAPI" refers to foreign accrual property income, as that term is defined in subsection 95(1); (w) "FCo" means XXXXXXXXXX, a party dealing at arm's length with Canco and Canco's affiliates; (x) "FMV" refers to fair market value; (y) "foreign affiliate" has the meaning assigned by subsection 95(1); (z) "functional currency" has the meaning assigned by subsection 261(1); (aa) "GCo" means XXXXXXXXXX, a party dealing at arm's length with Canco and Canco's affiliates; (bb) "Pending Patents" refers to the XXXXXXXXXX patent applications globally for which no material patents have been issued to date that forms part of the BCo XXXXXXXXXX as at the Transfer Date (each particular such patent is referred to as a "Pending Patent"); (cc) "Proposed Transactions" means those transactions described in paragraphs 16 to 20 below; (dd) "XXXXXXXXXX corporation" has the meaning assigned by subsection 89(1); (ee) "qualifying person" has the meaning assigned by XXXXXXXXXX of the Canada-XXXXXXXXXX Treaty; (ff) "Regulations" means the Income Tax Regulations; (gg) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (hh) "taxable Canadian property" has the meaning assigned by subsection 248(1); (ii) "Transfer Date" refers to the date on which the proposed transactions described in paragraphs 16 and 17 herein occur; and (jj) "undepreciated capital cost" ("UCC") has the meaning assigned by subsection 13(21). ... Canco owns XXXXXXXXXX % of the shares of ACo, a corporation formed in XXXXXXXXXX and resident in XXXXXXXXXX. ACo, in turn, owns XXXXXXXXXX % of the shares of two XXXXXXXXXX subsidiaries, BCo and CCo. ...